Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 20, 2020

Sysco Corporation

(Exact name of registrant as specified in its charter)

Delaware

1-06544

74-1648137

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1390 Enclave Parkway, Houston, TX 77077-2099

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (281) 584-1390

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $1.00 Par Value	SYY	New York Stock Exchange
1.25% Notes due June 2023	SYY23	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

At the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Sysco Corporation (“Sysco” or the “Company”) held on November 20, 2020, Sysco’s stockholders elected each of the Company’s director nominees, who had been nominated to serve until the Company’s 2021 Annual Meeting of Stockholders. Daniel J. Brutto was re-elected with 97.90% of the votes cast, John M. Cassaday was re-elected with 92.69% of the votes cast, Joshua D. Frank was re-elected with 98.80% of the votes cast, Larry C. Glasscock was re-elected with 96.39% of the votes cast, Bradley M. Halverson was re-elected with 98.89% of the votes cast, John M. Hinshaw was re-elected with 98.80% of the votes cast, Kevin P. Hourican was re-elected with 98.58% of the votes cast, Hans-Joachim Koerber was re-elected with 95.93% of the votes cast, Stephanie A. Lundquist was re-elected with 99.13% of the votes cast, Nelson Peltz was re-elected with 92.00% of the votes cast, Edward D. Shirley was re-elected with 98.56% of the votes cast and Sheila G. Talton was re-elected with 97.89% of the votes cast. The advisory stockholder vote on the compensation paid to Sysco’s named executive officers, as disclosed in Sysco’s 2020 proxy statement, was approved by 88.74% of the votes cast. The ratification of the appointment of the independent registered public accounting firm for fiscal 2021 was approved by 97.89% of the votes cast.

With respect to each item, the number of votes cast includes all “for” and “against” votes, and abstentions and broker non-votes are disregarded with respect to each item.

The final results of the voting on each matter of business at the Annual Meeting are as follows:

Proposal 1 – Election of Directors


Name	Votes For		Votes Against		Total Votes Cast		Abstentions		Broker Non- Votes
Daniel J. Brutto		384,079,443		8,256,809		392,336,252		547,707		64,042,682
John M. Cassaday		363,682,257		28,661,898		392,344,155		539,804		64,042,682
Joshua D. Frank		387,633,345		4,711,967		392,345,312		538,647		64,042,682
Larry C. Glasscock		378,181,836		14,158,464		392,340,300		543,659		64,042,682
Bradley M. Halverson		387,916,292		4,363,778		392,280,070		603,889		64,042,682
John M. Hinshaw		387,578,609		4,702,640		392,281,249		602,710		64,042,682
Kevin P. Hourican		386,765,126		5,573,549		392,338,675		545,284		64,042,682
Hans-Joachim Koerber		376,332,579		15,973,955		392,306,534		577,425		64,042,682
Stephanie A. Lundquist		389,077,615		3,399,324		392,476,939		407,020		64,042,682
Nelson Peltz		360,931,745		31,387,972		392,319,717		564,242		64,042,682
Edward D. Shirley		386,569,637		5,652,136		392,221,773		662,186		64,042,682
Sheila G. Talton		384,091,217		8,289,987		392,381,204		502,755		64,042,682

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Proposal 2 - Approval, by advisory vote, of the compensation paid to Sysco’s named executive officers, as disclosed in Sysco’s 2020 proxy statement


Votes For	Votes Against	Votes Cast	Abstentions	Broker Non-Votes
347,175,428	44,063,916	391,239,344	1,644,615	64,042,682

Proposal 3 - Ratification of the appointment of Ernst & Young LLP as Sysco’s independent registered public accounting firm for fiscal 2021


Votes For	Votes Against	Votes Cast	Abstentions
446,515,035	9,609,088	456,124,123	802,518

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Sysco Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.